LAMAR ADVERTISING COMPANY Item 1.01. Entry into a Material Definitive Agreement.
Private Placement of Additional Notes OnAugust 19, 2020 ,Lamar Media Corp. ("Lamar Media"), a wholly owned subsidiary ofLamar Advertising Company (the "Company"), completed an institutional private placement of$150.0 million in aggregate principal amount of additional Notes (the "New Notes"). The New Notes were issued as additional notes to the existing$400.0 million aggregate principal amount of 4% Senior Notes due 2030 (the "Existing Notes", and together with the New Notes, the "Notes") thatLamar Media issued onFebruary 6, 2020 pursuant to the Indenture datedFebruary 6, 2020 , by and betweenLamar Media , its subsidiary guarantors andThe Bank of New York Mellon Trust Company, N.A. , as trustee (the "Trustee"). The New Notes were sold only to qualified institutional buyers withinthe United States in reliance on Rule 144A under the Securities Act. The institutional private placement resulted in net proceeds toLamar Media of approximately$146.9 million , which, together with cash on hand and borrowings under its revolving credit facility, will be used to redeem all of its outstanding$267.5 million aggregate principal amount 5% Senior Subordinated Notes due 2023 (the "5% Subordinated Notes") that will remain outstanding after the completion of the previously announced partial redemption of the 5% Subordinated Notes onAugust 31, 2020 .Lamar Media will use the remainder, if any, to fund working capital needs or for general corporate purposes. The New Notes constitute one series under the Indenture, together with, and are identical in all respects to, the Existing Notes, except that (i) the New Notes were issued at a price of 99.5%, (ii) interest will accrue on the New Notes fromJune 15, 2020 and (iii) the first interest payment date on the New Notes will beDecember 15, 2020 . The Notes mature onFebruary 15, 2030 , and bear interest at a rate of 4.000% per annum, which is payable semi-annually onJune 15 andDecember 15 of each year. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. The terms of the Indenture limitLamar Media's and its restricted subsidiaries' ability to, among other things, (i) incur additional debt and issue preferred stock; (ii) make certain distributions, investments and other restricted payments; (iii) create certain liens; (iv) enter into transactions with affiliates; (v) agree to restrictions on the restricted subsidiaries' ability to make payments toLamar Media ; (vi) merge, consolidate or sell substantially all ofLamar Media's or the restricted subsidiaries' assets; and (vii) sell assets. These covenants are subject to a number of exceptions and qualifications.Lamar Media may redeem up to 40% of the aggregate principal amount of Notes, at any time and from time to time, at a price equal to 104.000% of the aggregate principal amount so redeemed, plus accrued and unpaid interest thereon, with the net cash proceeds of certain public equity offerings completed beforeFebruary 15, 2023 , provided that following the redemption, at least 60% of the Notes that were originally issued remain outstanding and any such redemption occurs within 120 days following the closing of any such public equity offering. At any time prior toFebruary 15, 2025 ,Lamar Media may redeem some or all of the Notes at a price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest thereon and a make-whole premium. On or afterFebruary 15, 2025 ,Lamar Media may redeem the Notes, in whole or in part, in cash at redemption prices specified in the Notes. In addition, if the Company or Lamar -------------------------------------------------------------------------------- Media undergoes a change of control,Lamar Media may be required to make an offer to purchase each holder's Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, up to but not including the repurchase date. The Notes are guaranteed on a senior unsecured basis by substantially all ofLamar Media's domestic subsidiaries. For a description of the terms of the Indenture and the Notes, see the Company's Current Report on Form 8-K filed with theSecurities and Exchange Commission onFebruary 12, 2020 , with respect to the Existing Notes. The description of the Indenture contained herein and therein does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Indenture. Registration Rights Agreement OnAugust 19, 2020 , in connection with the issuance of the New Notes,Lamar Media and its subsidiary guarantors entered into a Registration Rights Agreement (the "Registration Rights Agreement") withJ.P. Morgan Securities LLC for itself and as representative for the other initial purchasers of the New Notes (each individually, an "Initial Purchaser" and collectively, the "Initial Purchasers"). Pursuant to the terms of the Registration Rights Agreement,Lamar Media and its subsidiary guarantors agreed to file and cause to become effective a registration statement covering an offer to exchange the New Notes for a new issue of identical exchange notes registered under the Securities Act and to complete the exchange offer on or prior to the date 270 days followingFebruary 6, 2020 (the "Target Registration Date"). Under certain circumstances,Lamar Media may be required to provide a shelf registration statement to cover resales of the New Notes. If the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before the Target Registration Date, then the annual interest rate borne by the New Notes will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the exchange offer is completed or, if required, the shelf registration statement is declared effective, up to a maximum of 1.00% per annum of additional interest. The Initial Purchasers and their affiliates perform various financial advisory, investment banking and commercial banking services from time to time forLamar Media and its affiliates, for which they receive customary fees.JPMorgan Chase Bank, N.A ., an affiliate ofJ.P. Morgan Securities LLC , is the administrative agent and a lender underLamar Media's senior credit facility, and certain of the initial purchasers and/or their affiliates are lenders and/or agents under the senior credit facility and receive customary fees and expense reimbursement in connection therewith. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 under the heading "Private Placement of Additional Notes" above is incorporated by reference into this Item 2.03. --------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Registration Rights Agreement, dated as ofAugust 19, 2020 , betweenLamar Media , the Guarantors named therein andJ.P. Morgan Securities LLC , as representative for the Initial Purchasers named therein. 104 Cover Page Interactive Data File - (embedded within the Inline XBRL document).
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